Marvell to acquire Innovium - accelerates cloud growth with expanded Ethernet switching portfolio

• Innovium’s leading cloud-optimized switches to complement Marvell’s extensive Ethernet offerings
• Broadens Marvell’s portfolio of silicon solutions targeting cloud data centers
• Expected to add $150 million in incremental revenue in fiscal 2023
• Transaction expected to be neutral to Marvell’s non-GAAP earnings per share in the first full quarter after the transaction closes, and accretive in the first full fiscal year thereafter

SANTA CLARA, Calif. and San Jose, Calif.: Marvell Technology, Inc. (NASDAQ: MRVL), a leader in infrastructure semiconductor solutions, and Innovium, Inc., a leading provider of networking solutions for cloud and edge data centers, today announced a definitive agreement, under which Marvell will acquire Innovium in an all-stock transaction.

Marvell has an extensive portfolio of Ethernet switch semiconductor solutions with a strong and growing position in the enterprise and carrier segments it services with a broad portfolio of feature-rich products. Given Marvell’s growing momentum in the cloud data center market, which was further enhanced with the recent acquisition of Inphi, developing dedicated high radix, performance optimized switch silicon for use in hyperscale data centers is of growing strategic importance.

Innovium’s TERALYNX® switching architecture delivers the ultra-low latency, optimized power, high performance, and innovative telemetry that are critical in today’s cloud-scale data centers. The company has steadily grown to become a strong supplier in the merchant cloud semiconductor switching market. The planned acquisition of Innovium allows Marvell to immediately participate in the fastest growing segment of the switch market with a cloud-optimized solution.

Going forward, Innovium has been selected to become a significant supplier at a Tier 1 cloud customer, and this is expected to drive a significant revenue ramp in calendar 2022. In addition, Innovium is currently engaged with several other leading cloud data center customers in building out their future network architectures.

By calendar 2026, the data center market for merchant Ethernet switch silicon is estimated to grow to approximately $2 billion at a 15% CAGR. Marvell’s scale and leading technology platform will enable the extended team to accelerate their roadmap in this large and fast-growing market.

The future architecture of the cloud data center will be more connected than ever – with optics forming the interconnect fabric. With the broadest technology platform in the industry, Marvell is positioned to become a leader in cloud data center solutions, including:

• High-speed Electro-Optical PAM4 and Coherent DSP chipsets
• Pluggable COLORZTM DCI modules
• OCTEONTM-based DPUs for security, offload, and acceleration
• Custom Arm-based server CPUs
• Full custom ASICs
• BraveraTM Flash and HDD-based storage
• And on closing the acquisition of Innovium, cloud-optimized Ethernet switches

This portfolio positions Marvell as the semiconductor solutions partner of choice for the cloud.

The addition of Innovium will provide Marvell with incremental engineering resources to focus on cloud optimized silicon through the TERALYNX® platform as the 9K product family, while continuing to drive its PresteraTM 2K to 8K product families for the enterprise and carrier switch market. Dedicated architectures will accelerate Marvell’s ongoing growth in the 5G, cloud, enterprise, and automotive end markets, which all leverage Marvell’s Ethernet platform.

Marvell expects the acquisition of Innovium will enable the addition of approximately $150 million in incremental revenue next fiscal year.

The transaction is expected to be neutral to Marvell’s non-GAAP earnings per share in the first full quarter after the transaction closes, and accretive in the first full fiscal year thereafter.

Innovium Chief Technology Officer and Founder Puneet Agarwal, who has more than 20 years of experience in defining and architecting groundbreaking products, will join Marvell after close of the transaction. He will be joined by the talented team from Innovium who will continue to drive the cloud-optimized switch program within the combined company. Innovium CEO Rajiv Khemani will serve as an advisor to Marvell post close.

“Our acquisition of Innovium and its complementary offerings further extends Marvell’s leadership in the cloud, and I am excited that Innovium has secured significant share at a marquee cloud customer,” said Matt Murphy, President and CEO of Marvell. “Innovium has established itself as a strong cloud data center merchant switch silicon provider with a proven platform, and we look forward to working with their talented team who have a strong track record in the industry for delivering multiple generations of highly successful products.”

“The Innovium vision is centered on delivering breakthrough switch silicon and choice for next-generation cloud and edge data centers. Bringing technology leadership and customer-focused innovation to the market is what drives our team every day,” said Rajiv Khemani, CEO and Founder of Innovium. “I want to recognize and thank our valued employees for their passion, commitment, and outstanding execution. We are excited to join Marvell and accelerate the growth of our business, partnerships, and solution value, while contributing to the company’s fast-growing cloud opportunity.”

Transaction Structure and Terms

Under the terms of the definitive agreement, Innovium shareholders will receive $1.1 billion in consideration consisting of approximately 19.05 million shares of Marvell Common Stock that will be issued in aggregate in exchange for all outstanding equity of Innovium, including shares of Innovium's Preferred and Common Stock, employee equity awards, warrants and other rights of Innovium. The acquisition price of $1.1 billion is based on Marvell’s 10-day VWAP as of July 30, 2021. The acquisition price includes Innovium cash and exercise proceeds expected at closing of approximately $145 million, resulting in a net cost to Marvell of $955 million. The board of directors of both companies have approved the transaction. The transaction is expected to close by the end of calendar 2021, subject to the satisfaction of customary closing conditions, including approval by Innovium’s shareholders and applicable regulatory approvals.

Marvell Preliminary Second Fiscal Quarter 2022 Results

Based on preliminary financial information, Marvell expects its second quarter revenue to be in the range of $1,065 million +/- 1.5%. Further information regarding second fiscal quarter results will be released on August 26, 2021 at 1:45 p.m. Pacific Time. The preliminary revenue results are unaudited, based on information available to management as of the date of this release, and may be subject to further changes upon completion of Marvell's standard quarter closing procedures. Actual results may differ materially from these preliminary results because of the completion of quarter-end closing procedures, final adjustments and other developments arising between now and the time that Marvell financial results are finalized. This update does not present all necessary information for an understanding of Marvell's financial condition as of July 31, 2021, or its results of operations for the quarter ended July 31, 2021. Until Marvell reports its full financial results on August 26, 2021, the preliminary revenue expectations described in this press release are estimates only and are subject to revisions that could differ materially.